INFORMATION MEMORANDUM

Transcription

1 INFORMATION MEMORANDUM TO SHAREHOLDERS including NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT INDEPENDENT EXPERT S REPORT Date and Time of Meeting: Place of Meeting: 4:00 pm (Perth time) on Thursday, 17 March 2016 Queste Communications Ltd Level 2 23 Ventnor Avenue West Perth, Western Australia IMPORTANT INFORMATION This Information Memorandum has been prepared for the purpose of providing shareholders with all the information known to the Company that is material to the shareholders decision on how to vote on the proposed resolution at the General Meeting. Shareholders should read this Information Memorandum in full to make an informed decision regarding the resolution to be considered at this General Meeting. This document is not an offer to buy back your shares. If Resolution 1 (Approve Equal-Access Scheme Share Buy-Back) is passed at the General Meeting, a separate Buy-Back Offer Document and Acceptance Form will be sent to all shareholders. Voting in favour of Resolution 1 does not mean you must sell your shares to the Company. Acceptance is voluntary under the Buy-Back Offer Document. The conclusions of the Independent Expert (BDO Corporate Finance (WA) Pty Ltd) in the Independent Expert s Report are, inter alia, that: The position of shareholders if Resolution 1 is approved is more advantageous than the position if the resolution is not approved and accordingly, the Buy-Back is reasonable to Queste shareholders (in the absence of a superior buy-back proposal); The Buy-Back is fair and reasonable to the shareholders of Queste who do not participate in the Buy-Back; and The Buy-Back is not fair but reasonable to the shareholders of Queste who participate in the Buy-Back. The Chairman of the General Meeting will vote open proxies received in favour of Resolution 1 considered at the General Meeting. This Information Memorandum is dated 27 January ENQUIRIES If you have any questions regarding the matters set out in this Information Memorandum, please contact the Company or your professional advisers. ASX Code: QUE Queste Communications Ltd A.B.N REGISTERED OFFICE Level 2 23 Ventnor Avenue West Perth, Western Australia 6005 T (08) F (08) E info@queste.com.au W SHARE REGISTRY Advanced Share Registry Services Western Australia Main Office 110 Stirling Highway Nedlands, Western Australia 6009 PO Box 1156 Nedlands WA 6909 T (08) F (08) E admin@advancedshare.com.au W New South Wales Branch Office Suite 8H, 325 Pitt Street Sydney, New South Wales 2000 PO Box Q1736 Queen Victoria Building NSW 1230 T (02) T (03) T (07) Victoria Queensland

2 Notice of General Meeting Queste Communications Ltd A.B.N NOTICE OF GENERAL MEETING Notice is given that a General Meeting of shareholders of Queste Communications Ltd A.B.N (Queste or the Company) will be held at Queste Communications Ltd, Level 2, 23 Ventnor Avenue, West Perth, Western Australia at 4:00 pm (Perth time) on Thursday, 17 March AGENDA 1. Resolution 1 Approve Equal-Access Scheme Share Buy-Back To consider, and if thought fit, to pass the following Resolution as an ordinary resolution: That, for the purposes of section 257C of the Corporations Act 2001 (Cth) and all other purposes, shareholders authorise and approve the Company undertaking an equal-access scheme off-market buyback of up to 100% of the fully paid and partly paid ordinary shares in the Company (subject to the maximum cost of the buy-back being $300,000 with a pro-rata scale-back if acceptances were to exceed that amount) at a buy-back price of: (a) (b) 9 cents in respect of each fully paid ordinary share on issue; and 0.45 cent in respect of each partly paid ordinary share on issue, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice. DATED THIS 27 th DAY OF JANUARY 2016 BY ORDER OF THE BOARD VICTOR HO COMPANY SECRETARY NOTE: Role of ASIC and ASX A copy of this Information Memorandum has been lodged with ASIC and ASX. Neither ASIC nor ASX nor any of their respective officers takes any responsibility for the contents of the Information Memorandum. INFORMATION MEMORANDUM 1

3 Explanatory Statement EXPLANATORY STATEMENT Queste Communications Ltd A.B.N The information in this Explanatory Statement is provided to the shareholders of Queste Communications Ltd (Queste or Company or QUE) pursuant to and in satisfaction of the Corporations Act 2001 (Cth) (Corporations Act) and the Listing Rules of the Australian Securities Exchange (ASX). Shareholders should read this Information Memorandum in full to make an informed decision regarding the resolution considered at this General Meeting. IMPORTANT INFORMATION This Information Memorandum is not an offer to buy back your shares. If Resolution 1 (Approve Equal-Access Scheme Share Buy-Back) is passed at the General Meeting, a separate Buy-Back Offer Document and Acceptance Form will be sent to all shareholders. Voting in favour of Resolution 1 does not mean you must sell your shares to the Company. Acceptance is voluntary under the Buy-Back Offer Document. ORDINARY RESOLUTION 1 APPROVE EQUAL-ACCESS SCHEME SHARE BUY- BACK 1. Background and Reasons for the Buy-Back At the Company s 2013 annual general meeting (AGM) held on 28 November 2013, shareholders approved an equal access scheme share buy-back of up to 100% of each shareholder s shares in the Company, subject to a maximum cost to the Company of $330, On 17 December 2013, a Share Buy-Back Offer Booklet 2 was despatched to eligible shareholders. Under this buy-back (which closed on 21 January 2014): 587,563 fully paid ordinary shares were bought back for 10 cents per share, at a cost of $58,757; and 10,000,000 partly-paid ordinary shares were bought back for 0.5 of a cent per share, at a cost of $50,000, with the total cost of the buy-back being $108,757. It was noted at this time that Queste may consider undertaking further/annual equal access scheme share buy-backs depending on the Company s financial position and the liquidity of trading in Queste shares on ASX shares at the relevant time. There continues to be a lack of liquidity in trading of Queste shares, illustrated in the following summary table of rolling data on volumes and values on ASX (as at 8 January 2016): High Low Volume Value ($) Date High Date Low Week Rolling 0 0 Month Rolling 7 7 2, Dec Dec Month Rolling ,000 15, Sep Aug-2015 Year Rolling ,000 15, Sep Aug-2015 Source: IRESS Market Technology Queste has reviewed the Company s financial position and the liquidity issue and proposes to conduct an equal access scheme off-market share buy-back (the Buy-Back) to operate as outlined in this Explanatory Statement. The Board believes that it is in the best interests of shareholders for the proposed Buy-Back to be put to shareholders for approval and that it is appropriate to allow shareholders an opportunity to realise their investment in the Company in an otherwise relatively illiquid market for Queste shares at a price (in respect of the fully paid ordinary shares) at a premium to the current and recent Queste share price on ASX. The Buy-Back will be open to all shareholders on an equal basis and participation by shareholders is entirely voluntary. It is also a cost-effective way for shareholders to dispose of their interests as there are no brokerage costs associated with the Buy-Back. 1 Refer Information Memorandum (including the Notice of Annual General Meeting, Explanatory Statement and Independent Expert s Report) dated 23 October 2013 and released on ASX on 30 October 2013 and Results of 2013 Annual General Meeting market announcement released on ASX on 28 November Refer Share Buy-Back Offer Booklet dated 11 December 2013 and released on ASX on 17 December 2013 INFORMATION MEMORANDUM 2

4 Explanatory Statement Queste Communications Ltd A.B.N As the Buy-Back price is set below the net tangible asset (NTA) backing of Queste, the NTA backing will increase post Buy-Back, which will benefit remaining shareholders or those shareholders that only determine to tender into the Buy-Back for a portion of their Queste shares. Queste may also consider further undertaking regular/annual Equal Access Buy-Back Schemes depending on the evaluation of the success of this proposed Buy-Back, Queste s financial position and the liquidity of trading in Queste shares on ASX shares at the relevant time. This Explanatory Statement is intended to give shareholders all information they would reasonably require to enable them to make a fully informed decision about how to vote on Resolution 1, as required by the Corporations Act. Shareholders will also be given an opportunity to ask questions about the Buy-Back at the General Meeting. 2. What is an Equal-Access Scheme Share Buy-Back? The proposed Buy-Back is an Equal Access Scheme as defined in section 257B(2) of the Corporations Act. An Equal Access Scheme is a scheme under which a company seeks to buy back shares, with shareholders having an equal opportunity to participate in proportion to their holdings. Under a buy-back a company buys back its own shares from its shareholders. Any shares bought-back are then cancelled, with the result that the total number of the company's shares on issue is reduced by the number of shares bought-back. The Corporations Act allows a company to conduct an Equal Access Scheme under the following conditions: (a) (b) (c) (d) (e) the offers under the buy-back must relate only to ordinary shares; the offers must be made to ordinary shareholders to buy back the same percentage of their ordinary shares; all of those persons must have a reasonable opportunity to accept offers made to them; buy-back agreements must not be entered into until a specified time for acceptances of offers has closed; and the terms of the offers must be the same, although offers are permitted to have differences: (i) in price, due to the fact that different shares have different amounts paid up on them; and (ii) solely to ensure that each shareholder is left with a whole number of shares. The proposed Buy-Back complies with these conditions. The Company will make offers to shareholders through the mail, and not through the ASX. The Buy-Back is thus an "off-market" buy-back. The Australian Securities and Investments Commission s (ASIC) Regulatory Guide on Share Buy-Backs 3 states that a company may impose a cap on the amount that it is prepared to spend buying back shares and scale back shareholders acceptances if the amount spent would otherwise exceed that cap. The Scale-Back condition complies with ASIC s interpretation of the Corporations Act. 3. Explanation of the Resolution Before it can proceed, the proposed Buy-Back requires shareholder approval by way of an ordinary resolution. The resolution proposed (Resolution 1) is in the following terms: That, for the purposes of section 257C of the Corporations Act 2001 (Cth) and all other purposes, shareholders authorise and approve the Company undertaking an equal-access scheme off-market buyback of up to 100% of the fully paid and partly paid ordinary shares in the Company (subject to the maximum cost of the buy-back being $300,000, with a pro-rata scale-back if acceptances were to exceed that amount) at a buy-back price of: (a) (b) 9 cents in respect of each fully paid ordinary share on issue; and 0.45 cent in respect of each partly paid ordinary share on issue, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice. The Company's ability to enter into any agreement to buy back its own shares and the timetable for such a buy-back is governed by the Corporations Act and the ASX Listing Rules. Section 257C(1) of the Corporations Act provides that an equal access scheme share buy-back which will result in more than 10% of a company s shares being bought back in a 12 month period must be approved by a resolution passed at a general meeting of the company. 3 ASIC Regulatory Guide 110 INFORMATION MEMORANDUM 3

5 Explanatory Statement Queste Communications Ltd A.B.N As shown below in Section 9 (Effect on Share Capital Structure) the maximum percentage of the Company's shares that could be bought-back may exceed 10% in certain Buy-Back acceptance scenarios. Accordingly, the Company has sought shareholders approval for the Buy-Back via Resolution 1. Resolution 1 must be passed by more than 50% of the votes cast on the resolution at the General Meeting. By voting in favour of Resolution 1, shareholders will simply be authorising the Company to make the Buy-Back Offer to shareholders. If Resolution 1 is passed, each shareholder will still be completely unfettered in their decision to sell all, some or none of their shares to the Company in response to a Buy-Back Offer. 4. Overview of the Buy-Back 4.1. Buy-Back Summary The proposed equal access scheme off-market share buy-back the subject of Resolution 1 will operate in the following manner (Buy-Back): (a) (b) Subject to a maximum Buy-Back consideration of $300,000 (Buy-Back Cap): (i) (ii) Queste will offer to buy back 100% of the fully paid, ordinary shares in the Company of each shareholder at a price of 9 cents per share (FPO Price); and Queste will offer to buy back 100% of the partly paid ordinary shares in the Company of the holder thereof at a price of 0.45 cent per share (PPO Price); and If the value of Buy-Back acceptances were to exceed the Buy-Back Cap ($300,000) Queste will scale back the number of shares to be bought back on a pro-rata basis (determined by reference to the value of the Buy-Back consideration in respect of acceptances received for fully paid and partly paid ordinary shares) (the Scale-Back) Buy-Back Timetable If shareholders approve the Buy-Back, the Company will send Buy-Back offers to all shareholders and process acceptances according to the indicative timetable and process below. Event Date A General Meeting to approve Buy-Back Thursday, 17 March 2016 Shares quoted on an ex-entitlement basis B Tuesday, 22 March 2016 Record Date for determining entitlement to participate in Buy-Back C Thursday, 24 March 2016 Despatch of Buy-Back Offer Document Thursday, 31 March 2016 Offer Period opens Wednesday, 6 April 2016 Offer Period closes 5:00pm (Perth time) Friday, 29 April 2016 Acceptances processed and any Scale-Back notice given Tuesday, 3 May 2016 Buy-Back results announced on ASX Wednesday, 4 May 2016 Bought-back shares cancelled Wednesday, 4 May 2016 Proceeds sent to participating shareholders Monday, 9 May 2016 Notes: (A) (B) (C) The Timetable is indicative only and is subject to change. Under ASX Listing Rule 3.20, the Company must give ASX five (5) business days' notice of a change to a proposed record date. The Company will also inform shareholders of any changes to the indicative timetable by an ASX announcement. In the event that Resolution 1 is passed, the Directors will endeavour to despatch the Offer Document as soon as practicable after the General Meeting. Shares acquired on or after this date will not be registered in the new shareholder s name in time for the Buy-Back Record Date, so will not confer an entitlement to participate in the Buy-Back. At this time the Company takes a "snapshot" of its share register to determine which shareholders, and for what number of shares, are entitled to participate in the Buy-Back. INFORMATION MEMORANDUM 4

6 Explanatory Statement Queste Communications Ltd A.B.N Buy-Back Process The broad terms of the Buy-Back are summarised in this Explanatory Statement. If Resolution 1 is passed, a separate Buy-Back Offer and Buy-Back Acceptance Form (the Offer Document) will be sent to all shareholders, which will contain further details on how to accept the Buy-Back Offer. Shareholders can therefore vote in favour of Resolution 1 at the General Meeting but do not have to accept the Buy-Back Offer. On receipt of a Buy-Back Offer and Buy-Back Acceptance Form, shareholders will have two choices in relation to the Buy-Back: (a) or (b) sell all or some of their shares, by completing the Buy-Back Acceptance Form which will be attached to the Offer Document. The maximum number of shares shareholders can sell in the Buy-Back will be indicated in the Buy-Back Acceptance Form. Shareholders may choose to sell less than the maximum number; do nothing. Participation in the Buy-Back is entirely voluntary. If shareholders do not participate in the Buy-Back, the number of shares held by them will not change. If there are acceptances by other shareholders into the Buy-Back Offer, their proportional interest in Queste will increase. Shareholders will be given approximately 24 days (approximately 30 days after the proposed date of despatch of the Offer Booklet) to respond (Offer Period) (refer to the indicative Timetable in Section 4.2 above). Shareholders may amend or withdraw their acceptances within the Offer Period. Acceptances received after the Offer Period will not be valid. Acceptances may be submitted by facsimile, scanned and ed as well as by mail or physical delivery to the Company s registered office or Share Registry. Shareholders should not sell any shares for which they have accepted a Buy-Back Offer, unless they first withdraw or amend their acceptance accordingly and ensure that it is received by the Company before the end of the Offer Period Pro-Rata Scale-Back if Buy-Back Cap is Exceeded If the total value of acceptances is within the Buy-Back Cap ($300,000), the acceptances will be final. The Company will determine the amount due to each accepting shareholder and send out payments by cheque or direct credit (if this facility is available) at the shareholder s election. If the total value of acceptances exceeds the Buy-Back Cap, the Company will conduct the Scale-Back - reducing the cost of fully paid and partly paid shares that will be bought-back from each participating shareholder by the same proportion, to bring the total cost down to the Buy-Back Cap (and hence reducing the number of fully paid and partly paid shares that will be bought-back). If a Scale-Back is required, the Company will announce this on ASX and notify each participating shareholder of the actual number of shares that will be bought-back from them. The Company will then proceed to buy the shares for which acceptances have been received (subject to any Scale-Back). Shares bought-back will be cancelled immediately Which Shareholders Are Eligible? All shareholders are eligible to participate, including: (a) (b) shareholders who are not Australian residents; and the holders of fully paid and partly paid ordinary shares. There is no requirement under Australian law to exclude non-resident shareholders from participating in the Buy-Back. Non-resident shareholders participation may be affected by the laws in their own countries see Section 18 below. INFORMATION MEMORANDUM 5

7 Explanatory Statement Queste Communications Ltd A.B.N Historical Prices and Trading Volumes of Queste Shares on ASX The last sale price of Queste shares on the ASX prior to the date of this Notice was 7 cents on 11 December A summary of the Queste share price and volume monthly trading history on ASX between January 2015 and January 2016 (to 8 January) are set out below: Month Ending Open (cents) High (cents) Low (cents) Close (cents) VWAP (cents) Volume (shares) Value ($) No. Transactions 31-Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Source: IRESS Market Technology The Buy-Back price for the fully paid shares of 9 cents per share (FPO Price) represents a premium (as at 8 January 2016) of: 28.6% on the last sale price of 7 cents on 11 December 2015; 28.6% on the last 3 month VWAP of 7 cents; 26.1% on the last 6 month VWAP of cents; and 26.1% on the 12 month VWAP of cents. The Company s partly paid ordinary shares are not listed on ASX. 6. Advantages and Disadvantages to Shareholders The Board believes that: It is in the best interests of shareholders for the proposed Buy-Back to be put to shareholders for approval. It is appropriate to allow shareholders an opportunity to realise their investment in the Company in an otherwise illiquid market for Queste shares at a price (in respect of the fully paid ordinary shares) at a premium to the current and recent Queste share price on ASX. It is a cost effective way for shareholders to dispose of their interests as there are no brokerage costs associated with the Buy-Back. As the Buy-Back will be open to all shareholders on an equal basis, participation by shareholders is entirely voluntary and the Buy-Back Offer will be in respect of up to 100% of each shareholders shares in the Company, it allows shareholders to realise some funds by participating partially in the Buy-Back (subject to the operation of the Scale-Back if the Buy-Back Cap is exceeded) and retain an on-going exposure to the Company. As the Buy-Back price is set below the net tangible asset (NTA) backing of Queste, the NTA backing will increase post completion of the Buy-Back. The Buy-Back gives all shareholders the choice of whether or not to exit the Company or continue as shareholders. Other methods of realising value for the Company s shares, such as a liquidation, do not give this choice and all shareholders are compelled to participate in the liquidation process once it has commenced. The Buy-Back, as opposed to a voluntary liquidation and return of capital is a quicker, simpler and cheaper method of returning capital to shareholders. Shareholders who wish to exit the Company are also likely to receive their proceeds from the Buy-Back sooner than a distribution from a liquidator. INFORMATION MEMORANDUM 6

8 Explanatory Statement Queste Communications Ltd A.B.N Advantages and Disadvantages if the Buy-Back Proceeds If the Buy-Back proceeds, shareholders will have the option of either selling some or all of their shares or retaining them. Shareholders will benefit from the advantages, and bear the risks of the disadvantages, inherent in whichever of those options they choose, addressed below (in addition to the matters outlined in Section 6). Shareholders who sell shares into the Buy-Back For Holders of Fully Paid Ordinary Shares The Buy-Back provides fully paid ordinary shareholders with the opportunity to realise their shares in a stock that is otherwise highly illiquid, at a premium to recent share prices on ASX (as outlined in Section 5). Shareholders selling into the Buy-Back will not have to pay brokerage, which they would ordinarily have to pay selling shares on market. For Holders of Fully Paid Ordinary Shares The Company will lose the ability to make calls on the holder of the partly paid shares (pursuant to the terms of the same) in respect of the unpaid outstanding amount on these shares (currently cents per share). ADVANTAGES DISADVANTAGES For Holder of Partly Paid Ordinary Shares The Buy-Back provides the partly paid shareholder with the opportunity to realise their shares, which are not listed on ASX, in the absence of a market through which these shares may be realised. The holder of the partly paid shares will no longer have any potential liability in relation to the balance of the unpaid outstanding amount on these shares (currently cents per share). For Holder of Partly Paid Ordinary Shares Shareholders will not benefit from the expected increase in the Company s NTA backing per share that will occur post completion of the Buy-Back (subject to there being acceptances received under the Buy-Back Offer). Shareholders will forego the benefits available from retaining shares, detailed in the next Section. N/A Not all shareholders will, of course, have the opportunity to sell all their shares. If the Company receives total acceptances which would require it to spend more than $300,000 on the Buy-Back, acceptances will be scaled back to ensure this Buy-Back Cap is not exceeded. Nevertheless, many shareholders may be able sell all, or a major portion, of their Queste shares if they wish to do so. Refer Section 9 for details of changes to the share capital structure of the Company under various acceptance scenarios under the Buy-Back (including as between fully paid and partly paid shares). Shareholders who do not participate under the Buy-Back and retain their shares For Holders of Fully Paid Ordinary Shares ADVANTAGES For Holder of Partly Paid Ordinary Shares Shareholders will benefit from the expected increase in the Company s NTA backing per share that will occur post completion of the Buy-Back (subject to there being acceptances received under the Buy-Back Offer). Refer Section 10.3 for details of changes to the Company s NTA backing per share under various acceptance scenarios under the Buy-Back. For example, the Company s post tax consolidated NTA backing per share was $ as at 30 November This may increase to $0.2023, an increase of 6.58%, in two scenarios detailed in Section Shareholders may consider that there is an advantage in retaining their shares in the expectation of the Company's share price increasing in future as a consequence of the increase in the NTA backing per share or generally or the Company being wound up with net assets being distributed to shareholders (with potential entitlements under the same being greater than the FPO Price). There is, however, no guarantee that these scenarios will occur. The Company will maintain its ability to make calls on the holder of the partly paid shares (pursuant to the terms of the same) in respect of the unpaid outstanding amount on these shares (currently cents per share). N/A INFORMATION MEMORANDUM 7

9 Explanatory Statement Queste Communications Ltd A.B.N For Holders of Fully Paid Ordinary Shares N/A DISADVANTAGES For Holder of Partly Paid Ordinary Shares The holder of the partly paid shares continue to have any potential liability in relation to the balance of the unpaid outstanding amount on these shares (currently cents per share). Shareholders who retain their shares will of course forego the benefits available from selling shares, detailed in the previous Section. The Company's cash holdings will be reduced by the amount expended on the Buy-Back. The Directors consider, however, that this will not negatively impact the Company's ability to conduct its operations. In addition to the foregoing, shareholders should refer to sections 12.2 and 12.3 of the IER included in the Information Memorandum which outlines the advantages and disadvantages of approving the Buy- Back proposal for participating and non-participating shareholders. Shareholders who participate in part Some shareholders may wish to re-balance their holding of Queste shares by realising some of their investment, while also maintaining some exposure to the Company post completion of the Buy-Back. This will enable them to derive a combination of the benefits and be exposed to a combination of the matters referred to in the above tables Advantages and Disadvantages if the Buy-Back does not Proceed The main advantage of the Buy-Back not proceeding is that the Company will retain the cash that would otherwise be expended on the Buy-Back. The Directors consider, however, that this expenditure will not negatively impact the Company's ability to conduct its operations. The disadvantage to shareholders if the Buy-Back does not proceed is to forego the advantages that would flow if the Buy-Back proceeds, detailed in Section Independent Expert's Report The Company is not required by law to obtain an independent expert's report (IER) on the proposed Buy- Back. ASIC policy recommends obtaining an IER (on the issue of valuation) however and the Directors considered it appropriate to do so to enable shareholders to make a fully informed decision. The Directors have commissioned BDO Corporate Finance (WA) Pty Ltd (BDO or the Independent Expert) to prepare an IER on the Buy-Back, which accompanies the Notice of General Meeting and Explanatory Statement in the Information Memorandum. The conclusions in the IER are that: The position of shareholders if Resolution 1 is approved is more advantageous than the position if the resolution is not approved and accordingly, the Buy-Back is reasonable to shareholders (in the absence of a superior buy-back proposal) (refer section 2.6 of the IER); The Buy-Back is fair and reasonable to the shareholders of Queste who do not participate in the Buy-Back (refer Sections 2.3 and 13 of the IER); The Buy-Back is not fair but reasonable to the shareholders of Queste who participate in the Buy-Back (refer Sections 2.3 and 13 of the IER); The value of the Company s fully paid ordinary shares is within the range of $ to $ per share, with a preferred valuation of $ per share (refer sections 2.4 and 9.3 of the IER); The value of the Company s partly paid ordinary shares is within the range of $ to $ per share, with a preferred valuation of $ per share (refer sections 2.5 and 9.4 of the IER); The Buy-Back is fair for fully paid ordinary shareholders who do not participate and conversely is not fair but is reasonable for fully paid ordinary shareholders who participate under the Buy-Back (refer sections 2.4, 11 and 13 of the IER); and The Buy-Back is fair for the partly paid shareholder if it does not participate and conversely is not fair but is reasonable for the partly paid shareholder if it does participate under the Buy-Back (refer sections 2.5, 11 and 13 of the IER). In assessing whether or not the Buy-Back is reasonable for shareholders, BDO has considered the impact of the Buy-Back on participating and non-participating shareholders separately. The advantages and disadvantages for participating and non-participating shareholders considered by BDO are summarised in section 2.6 and further described in section 12 of the IER. The IER is included within the Information Memorandum. INFORMATION MEMORANDUM 8

10 Explanatory Statement Queste Communications Ltd A.B.N Source of Funds The maximum amount of cash required to fund the Buy-Back is $300,000 (the Buy-Back Cap). The Buy-Back will be funded from the Company s existing cash reserves and liquid investments. The Company holds the following listed share investments and an investment in an unlisted managed fund (which is redeemable at call), as at 31 December : No Shares/Units Last Bid Price Market Value Shares in Orion Equities Limited (ASX:OEQ) 9,367,653 $0.16 $1,498,824 Shares in Bentley Capital Limited (ASX:BEL) 1,740,625 $0.14 $243,688 Other ASX-listed shares various various $6,864 Units in unlisted managed fund 161,767 $1.771 $286,489 TOTAL $2,035, These investments are regarded as liquid assets to supplement the Company's cash reserves of $0.257 million (as at 31 December 2015) 4. Refer to Section 10 for further information about the financial effect of the Buy-Back. 9. Effect on Share Capital Structure 9.1. Existing Share Capital As at the date of this Information Memorandum, the Company has the following securities on issue: (a) (b) 29,717,316 listed fully paid ordinary shares; and 8,100,000 unlisted partly paid ordinary shares 5, each paid to cents with cents per partly paid ordinary share outstanding (representing the equivalent of 616,613 voting shares 6 ), making a total of 30,333,929 voting shares on issue. If Resolution 1 is approved and Buy-Back Offers are accepted, all of the fully and partly paid ordinary shares that are bought back will be cancelled, and accordingly the Buy-Back will reduce the total number of fully and partly paid ordinary shares on issue. It is not possible to determine exactly how many fully paid and partly paid ordinary shares will remain on issue after the Buy-Back, because of the potential for different acceptance levels by the fully paid and partly paid ordinary shareholders. The Company's post Buy-Back share capital structure under 4 different potential scenarios (based on participation by fully and partly paid shareholders up to the Buy-Back Cap, where applicable) is set out below Post Buy-Back Scenario 1 - All Shareholders Participate to the Maximum Extent If all shareholders sought to accept under the Buy-Back Offer for all their shares then, after the Scale-Back, the effect on the share capital structure of the Company is as shown in the Table below: Share Capital No. Pre Buy-Back Buy-Back Cost 4 Shares No. Post Buy-Back Change % Bought-Back 4 Fully paid shares (FPS) 29,717,316 $295,966 3,288,511 26,428, % Partly paid shares (PPS) 8,100,000 $4, ,444 7,203, % Fully paid equivalent of PPS 1 616, , % Total equivalent FPS 2 30,333,929 26,977, % Total diluted shares 3 37,817,316 33,632, % (1) Partly paid ordinary shares are treated as equivalent to fully paid shares to the extent that they have been paid up cents per share, representing 7.61% of their $0.20 issue price. (2) The total of the fully paid shares and the fully paid equivalents represented by the partly paid shares. (3) Assumes the partly paid shares have been fully paid up, thus constituting fully paid shares (4) After Scale-Back. 4 Refer QUE s December 2015 Monthly Cash Flow Report dated 11 January The terms of issue of the partly paid shares are disclosed in the Prospectus for the initial public offering of shares in the Company dated 6 August 1998 and also more recently, in the Company s Share Buy-Back Offer Booklet dated 11 December 2013 and released on ASX on 17 December Each partly paid share is treated for voting purposes as being a proportion of a fully paid share, equal to the proportion to which it has been paid up cents per share, representing 7.61% of the $0.20 issue price INFORMATION MEMORANDUM 9

11 Explanatory Statement Queste Communications Ltd A.B.N Post Buy-Back Scenario 2 - Only Fully Paid Shareholders Participate to the Maximum Extent If only fully paid shareholders sought to accept under the Buy-Back Offer for all their shares and the partly paid shareholder does not participate, after the Scale-Back, the effect on the share capital structure of the Company is as shown in the Table below: Share Capital No. Pre Buy-Back Buy-Back Cost Shares Bought- Back No. Post Buy-Back Change % Fully paid shares (FPS) 29,717,316 $300,000 3,333,333 26,383, % Partly paid shares (PPS) 8,100,000 Nil Nil 8,100, % Fully paid equivalent of PPS 1 616, , % Total equivalent FPS 2 30,333,929 27,000, % Total diluted shares 3 37,817,316 34,483, % (1)-(3) These notes are the same as notes (1) - (3) for the Table in Section Post Buy-Back Scenario 3 - Only the Partly Paid Shareholder Participates to the Maximum Extent If only the partly paid shareholder sought to accept under the Buy-Back Offer for all of its shares and the fully paid shareholders did not participate, after the Scale-Back, the effect on the share capital structure of the Company is as shown in the Table below: Share Capital No. Pre Buy-Back Buy-Back Cost Shares Bought- Back No. Post Buy-Back Change % Fully paid shares (FPS) 29,717,316 Nil Nil 29,717, % Partly paid shares (PPS) 8,100,000 $36,450 8,100, % Fully paid equivalent of PPS 1 616, % Total equivalent FPS 2 30,333,929 29,717, % Total diluted shares 3 37,817,316 29,717, % (1)-(3) These notes are the same as notes (1) -(3) for the Table in Section Post Buy-Back Scenario 4 Participation by Fully and Partly Paid Shareholders to 50% Extent If all fully and partly paid shareholders sought to accept under the Buy-Back Offer in respect of half of their shares, after the Scale-Back, the effect on the share capital structure of the Company is as shown in the Table below: Share Capital No. Pre Buy-Back Buy-Back Cost 4 Shares Bought- Back 4 No. Post Buy-Back Change % Fully paid shares (FPS) 29,717,316 $295,966 3,288,511 26,428, % Partly paid shares (PPS) 8,100,000 $4, ,444 7,203, % Fully paid equivalent of PPS 1 616, , % Total equivalent FPS 2 30,333,929 26,977, % Total diluted shares 3 37,817,316 33,632, % (1)-(4) These notes are the same as notes (1) -(4) for the Table in Section Financial Effect of Buy-Back As at 31 December 2015, Queste had cash of approximately $0.257 million and held the following investments (referred to also in Section 8 above) 7 : No Shares/Units % Interest Market Value Shares in Orion Equities Limited (ASX:OEQ) 9,367, % $1,498,824 Shares in Bentley Capital Limited (ASX:BEL) 1,740, % $243,688 Other ASX-listed shares various various $6,864 Units in unlisted managed fund 161,767 N/A $286,489 TOTAL $2,035, Refer QUE s December 2015 Monthly Cash Flow Report dated 11 January 2016 INFORMATION MEMORANDUM 10

12 Explanatory Statement Queste Communications Ltd A.B.N Queste controls ASX-listed investment company, Orion Equities Limited (Orion), which had net tangible assets (NTA) of $8.496 million as at 31 December 2015 (or $0.543 per Orion share) 8. As such, Queste s investment in Orion has a value of $5.086 million based on Orion s NTA backing. Having regard to the above matters and the Company s current, anticipated and contingent financial requirements, the Directors have assessed that the Buy-Back will not adversely impact the rights of the Company s creditors or the ability of the Company to pay its debts as and when they fall due Effect on Financial Position The following table sets out the Queste Consolidated Statement of Financial Position as at 30 November 2015 (unaudited) and a post completion of Buy-Back Pro Forma Consolidated Statement of Financial Position, assuming Queste buys back shares up to the maximum Buy-Back Cap as at that date. Pro Forma Consolidated Statements of Financial Position as at 30 November 2015 Pro Forma 30 Nov 2015 Buy-Back Effects 30 Nov 2015 $ $ $ Current Assets Cash and cash equivalents 482,817 (300,000) 182,817 Financial assets at fair value through profit or loss 1,138,968 1,138,968 Trade and other receivables 13,341 13,341 Other current assets 23,533 23,533 Total Current Assets 1,658,658 (300,000) 1,358,658 Non-Current Assets Trade and other receivables 57,120 57,120 Property held for development or resale 1,350,000 1,350,000 Investment in Associate entity 4,311,991 4,311,991 Property, plant and equipment 1,990,677 1,990,677 Olive trees 65,500 65,500 Deferred tax asset 197, ,408 Total Non-Current Assets 7,972,696-7,972,696 TOTAL ASSETS 9,631,354 (300,000) 9,331,354 Current Liabilities Trade and other payables 159, ,200 Provisions 113, ,627 Total Current Liabilities 272, ,827 Non-Current Liabilities Deferred tax liability 197, ,408 Total Non-Current Liabilities 197, ,408 TOTAL LIABILITIES 470, ,235 NET ASSETS 9,161,119 (300,000) 8,861,119 Equity Issued capital 6,434,743 (300,000) 6,134,743 Reserves 3,256,982 3,256,982 Accumulated losses (3,933,526) (3,933,526) Parent Interest 5,758,199 (300,000) 5,458,199 Non-controlling interest 3,402,921 3,402,921 TOTAL EQUITY 9,161,120 (300,000) 8,861,120 8 Refer Orion s 14 January 2016 ASX announcement: Net Tangible Asset Backing 31 December 2015 INFORMATION MEMORANDUM 11

13 Explanatory Statement Queste Communications Ltd A.B.N The above Consolidated Statements of Financial Position have been prepared on the following basis: (a) The starting position is derived from unaudited management accounts for the financial period ending 30 November 2015 with the following adjustment: (i) $166,298 has been added to Cash this is attributable to an amount received on 10 December 2015 pursuant to a call made by the Company in respect of the Company s partly paid ordinary shares 9 ; (b) (c) Reflecting the position if the full amount of the Buy-Back Cap ($300,000) had been expended on buying back shares on 30 November 2015 (as adjusted above); and In accordance with the measurement and recognition requirements of applicable Australian Accounting Standards and the Company s accounting policies (as reported in the Company s 2015 Annual Report). The above Consolidated Statements of Financial Position are presented in abbreviated form as a guide and does not contain all the disclosures that are usually provided in a financial report prepared in accordance with Australian Accounting Standards and the Corporations Act. The Pro Forma Consolidated Statement of Financial Position does not constitute a representation of the future financial position or prospects of the Queste group. Further information about Queste s business, financial position and prospects is contained in the 2015 Annual Report and other Company announcements and reports (including monthly and quarterly cashflow reports) which may be viewed and downloaded from the Company s website: or the ASX website ( under ASX Code: QUE or ed to shareholders upon request to info@queste.com.au Effect on Net Tangible Assets (NTA) While the Company's NTA will reduce (as an absolute amount) on completion of the Buy-Back, the number of shares on issue will reduce by a proportionately larger amount, as the price being offered for the shares is below the NTA backing per share. This will result in an increase in the NTA backing per share post completion of the Buy-Back. The table below shows the Company s undiluted and diluted NTA as at 30 November 2015 (as adjusted, detailed in Section 10.1) under 4 different Buy-Back acceptance scenarios, based on participation by fully and partly paid shareholders up to the Buy-Back Cap. Pre Buy- Back Scenario 1 (all shareholders participate) Scenario 2 (only fully paid shareholders participate) Post Buy-Back Scenario 3 (only partly paid shareholder participates) Scenario 4 (50% participation by fully and partly paid shareholders) Undiluted NTA 1 $5,758,199 $5,458,199 $5,458,199 $5,721,749 $5,458,199 Partly paid 8,100,000 7,203,556 8,100,000-7,203,556 shares Outstanding $1,496,678 $1,331,037 $1,496,678 $- $1,331,037 call on partly paid shares 2 Diluted NTA 2 $7,254,877 $6,789,236 $6,954,877 $5,721,749 $6,789,236 (1) Having regard only to the parent interest, which excludes the non-controlling interest, as at 30 November 2015 (refer Section 10.1). (2) Being cents per partly paid share. (3) Assumes the partly paid shares have been fully paid up, thus constituting fully paid shares. The undiluted post Buy-Back NTA reduction is due solely to the Buy-Back Cap of $300,000 being expended on buying back shares (save that under Scenario 3, only $36,450 has been expended as only the partly paid shareholder, and no fully paid shareholder, is assumed to have accepted under the Buy-Back). The diluted post Buy-Back NTA position takes into account the amount expended on the Buy-Back plus receipt of the outstanding call on the partly paid shares, which number will alter under each of the 4 Buy-Back acceptance scenarios Effect on NTA Backing per Share Section 9 above shows 4 different share capital structure scenarios for potential reductions in the number of the Company s shares on issue post Buy-Back (based on participation by fully and partly paid shareholders up to the Buy-Back Cap, where applicable). The tables below show the effects on the Company's NTA per share in each of those 4 scenarios (as at 30 November 2015 and assuming the Buy-Back occurred as at that date and was fully taken up, where applicable). 9 Refer QUE s Appendix 3B Application for Quotation of Shares dated 11 December 2015 INFORMATION MEMORANDUM 12

14 Explanatory Statement Queste Communications Ltd A.B.N Scenario 1 - All shareholders participate (to the maximum extent) Pre Buy-Back Post Buy-Back Share Capital No. NTA/share No. 1 NTA/share Increase Fully paid shares (FPS) 29,717,316 26,428,805 Partly paid shares (PPS) 8,100,000 7,203,556 Fully paid equivalent of PPS 2 616, ,371 Total equivalent FPS 3 30,333,929 $ ,977,176 $ % Total diluted shares 4 37,817,316 $ ,632,361 $ % (1) The method of determining the post Buy-Back share capital structure is shown in Section 9, above. (2) Partly paid ordinary shares are treated as equivalent to fully paid shares to the extent that they have been paid up cent per share, representing 7.61% of their $0.20 issue price. (3) The total of the fully paid shares and the fully paid equivalent of the partly paid shares. (4) Assumes the partly paid shares have been fully paid up thus constituting fully paid shares. Scenario 2 - Only fully paid shareholders participate (to the maximum extent) Pre Buy-Back Post Buy-Back Share Capital No. NTA/share No. 1 NTA/share Increase Fully paid shares (FPS) 29,717,316 26,383,983 Partly paid shares (PPS) 8,100,000 8,100,000 Fully paid equivalent of PPS 2 616, ,613 Total equivalent FPS 3 30,333,929 $ ,000,596 $ % Total diluted shares 4 37,817,316 $ ,483,983 $ % Notes (1)-(4) These notes are the same as for the previous Table. Scenario 3 - Only the partly paid shareholder participates (to the maximum extent) Pre Buy-Back Post Buy-Back Share Capital No. NTA/share No. 1 NTA/share Increase Fully paid shares (FPS) 29,717,316 29,717,316 $ % Partly paid shares (PPS) 8,100,000 Fully paid equivalent of PPS 2 616,613 Total equivalent FPS 3 30,333,929 $ Total diluted shares 4 37,817,316 $ Notes (1)-(4) These notes are the same as for the previous Table. Scenario 4 50% participation by fully and partly paid shareholders Pre Buy-Back Post Buy-Back Share Capital No. NTA/share No. 1 NTA/share Increase Fully paid shares (FPS) 29,717,316 26,428,805 Partly paid shares (PPS) 8,100,000 7,203,556 Fully paid equivalent of PPS 2 616, ,371 Total equivalent FPS 3 30,333,929 $ ,977,176 $ % Total diluted shares 4 37,817,316 $ ,632,361 $ % Nots (1)-(4) These notes are the same as for the previous Table Effect on Earnings per Share The Company's consolidated basic earnings per share for the financial period ended 30 November 2015 (as adjusted, detailed in Section 10.1) was 0.42 cents per share. Under Accounting Standard AASB Earnings Per Share, potential ordinary shares such as partly paid shares are only treated as dilutive when their conversion into ordinary shares would increase the earnings (or loss) per share. Earnings per share was not calculated on a diluted basis, as it would not have resulted in an increased earnings per share. If it is assumed that the Buy-Back was conducted on 1 July 2015 (at the start of the current financial period), the Company's earnings per share would have been greater, as a result of the lower number of shares on issue post Buy-Back. The actual post Buy-Back earnings per share would depend on the extent to which the fully paid and partly paid shareholders participate in the Buy-Back. Expenditure on buying back the shares will not reduce the Company's net profit, as that outlay is on capital account. INFORMATION MEMORANDUM 13

15 Explanatory Statement Queste Communications Ltd A.B.N Effect on Control of the Company The Company's shareholders with beneficial interests of 5% or above, according to substantial shareholder notices filed by them, are set out in the table below, along with their pre-buy-back shareholdings and voting power in the Company (as at 8 January 2016). If these major shareholders participate in the Buy-Back pro-rata to other shareholders (with a Scale-Back to the Buy-Back Cap), their voting power in the Company will not change post Buy-Back. The major shareholders voting power in the Company post Buy-Back will only increase where they have elected not to participate under the Buy-Back and other shareholders have, thereby resulting in a dilution of the Company s shares and an increase in their voting power post Buy-Back. The table below shows these major shareholders post Buy-Back shareholdings and voting power in the Company under Scenario 2 (where only fully paid shareholders participate under the Buy-Back to the maximum extent and with a Scale-Back to the Buy-Back Cap, resulting in 3,333,333 fully paid ordinary shares being bought-back refer Section 9.3) and where it is assumed that each of these major shareholders have not accepted into the Buy-Back. Substantial Shareholders BELL IXL INVESTMENTS LIMITED AND ASSOCIATES 1 AZHAR CHAUDHRI, RENMUIR HOLDINGS LIMITED AND CHI TUNG INVESTMENTS LTD 2 Registered Shareholder Fully Paid Shares Held PRE BUY-BACK POST BUY-BACK CHANGE Voting % Shares Voting Held Power 6,7 Partly Paid Shares Held Bell IXL Investments 2,599,747-2,599, % Limited 24.40% Cellante Securities 2,053,282-2,053, % Pty Limited Cleod Pty Ltd 2,748,490-2,748, % Mr Azhar Chaudhri 1,436,001-1,436, % Chi Tung 2,950,000-2,950, % Investments Ltd 27.30% Renmuir Holdings 3,277,780-3,277, % Ltd Chi Tung Investments Ltd - 8,100, , % 8.26% Island Australia 19.45% 3,668,577-3,668,577 Pty Ltd 13.59% Manar Nominees Pty Ltd 1,825,663-1,825, % Zelwer 6.61% Superannuation 180, , % Pty Ltd FAROOQ KHAN AND Farooq Khan 2,231,367-2,231,367 ASSOCIATES 4 MANAR NOMINEES PTY LTD AND ZELWAR SUPERANNUATION PTY LTD 5 % Voting Power Under Scenario 2 (with no participation) 27.41% 3.01% 30.67% 3.37% 21.85% 2.40% 7.43% 0.82% (1) Based on the substantial shareholding notice filed by Bell IXL Investments Limited dated 28 January 2014 (updated to reflect current percentage voting power) (2) Based on the substantial shareholding notice filed by Azhar Chaudhri and associates dated 15 December 2015 (3) Voting shares attributable to 8,100,000 partly paid ordinary shares (issued at a price of 20 cents per share) which have been partly paid to cent each (4) Based on the substantial shareholding notice filed by Farooq Khan and associate dated 20 November 2014 (updated to reflect current percentage voting power) (5) Based on the substantial shareholding notice filed by Manar Nominees Pty Ltd dated 29 December 2003 (updated to reflect current percentage voting power) (6) Total Voting Power is equivalent to the total number of fully paid ordinary shares on issue (29,717,316) plus the equivalent voting shares associated with the partly paid shares on issue based on the amount paid up per partly paid share (616,613). (7) Movements of less than 1% in voting power are not required to be disclosed to ASX via an updated substantial shareholding notice and accordingly, there may be variances between the actual shareholdings of the shareholders named in the table above and the most recent substantial shareholding notices lodged on ASX. Mr Farooq Khan (also the Chairman and Managing Director of the Company) has informed the Company that he has not yet formed a view on whether he will accept (and if so to what extent) into the Buy-Back. The Buy-Back is not considered likely to have a material impact on the control situation of the Company if all major/substantial shareholders do not accept into the same, as illustrated in the above table. Substantial shareholders with a 20% or greater holding in a company are permitted to increase their shareholding by up to 3% every 6 months pursuant to the creep provisions under the Corporations Act. The voting power of Bell IXL Investments Limited (and associates) and Azhar Chaudhri (and associates) would increase by slightly more than 3% (in the scenario assumed for the above table). The Company notes that a shareholder with a 20% or greater holding in a company is permitted to increase its shareholding as a result of a permitted buy-back by any percentage without a requirement to seek prior shareholder approval, under section 611 of the Corporations Act. INFORMATION MEMORANDUM 14